The Department of Environment and Natural Resources received three applications from your office filed on behalf of Continental Resources, Inc., Oklahoma City, OK Oil and Gas Case Nos. 1-2013, 3-2013 and 4-2013. Because there was no intervention, Continental's applications were approved administratively by the Secretary of the Department of Environment and Natural Resources in accordance with South Dakota Codified Laws 45-9-74. Enclosed are the approved orders.

If you have any questions regarding the orders, please feel free to contact me at 605.773.4201 or email at bob.townsendstate.sd.us. Thank you.

Sincerely,

Robert Townsend, Administrator Minerals and Mining Program

Enclosures

STATE OF SOUTH DAKOTA DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES

BOARD OF MINERALS AND ENVIRONMENT

IN THE MATTER OF THE APPLICATION OF CONTINENTAL RESOURCES, INC. FOR AN ORDER OF THE BOARD AMENDING BOARD ORDER NOS. 2, 2-78, 7-83, 13-97 AND 8-01 TO AMEND THE FIELD RULES FOR THE BUFFALO FIELD SO AS TO ESTABLISH A 1280-ACRE SPACING UNIT COMPRISED OF SECTIONS 3 AND 10, TOWNSHIP 21 NORTH, RANGE 3

OIL AND GAS

EAST, AND TO ESTABLISH A 640-ACRE

CASE NO. 3-2013 SPACING UNIT COMPRISED OF THE W/2 OF SECTION 24 AND THE W/2 OF SECTION 25, TOWNSHIP 22 NORTH, RANGE 3 EAST, ORDER BUFFALO FIELD, HARDING COUNTY, SOUTH DAKOTA; AND ALLOW THE DRILLING OF ONE HORIZONTAL WELL TO THE RED RIVER "B" POOL ON EACH SPACING UNIT NOT LESS THAN 500 FEET TO THE SPACING UNIT BOUNDARY AND FOR OTHER RELIEF AS THE BOARD DEEMS APPROPRIATE.

SECRETARY'S ORDER UNDER SDCL 45-9-74

A Petition and Application of Continental Resources, Inc. ("Continental") was submitted

to the South Dakota Board of Minerals and Environment ("Board") on January 24, 2013. The

Board prepared and published a Notice of Opportunity for Hearing. The Board received no

notice of intervention to said application. Therefore, pursuant to SDCL 45-9-74, SDCL 45-9-20

through -29, ARSD 74:12:02:06, and based upon Continental's application and supporting

documents, the Secretary makes and enters the following Order:

Continental is the owner of an interest in the oil and gas leasehold estate in portions of

the following described lands, Harding County, South Dakota:

Township 21 North. Range 3 East Section 3: All Section 10: All

Township 22 North, Range 3 East Section 24: W/2 Section 25: W/2

(the "Subject Lands")

That by Board Order Nos. 2, 2-78, 7-83, 13-97, 20-97, 8-01 and 2-10, the Buffalo Field

is comprised of the following described lands, Harding County, South Dakota:

Please find enclosed herewith an Affidavit of Service by Mail with attached list of persons notified, the green certified return receipts, and any envelopes which were returned as being undeliverable, in regard to the captioned matter.

IN THE MATTER OF THE APPLICATION OF CONTINENTAL RESOURCES, INC. FOR AN ORDER OF THE BOARD AMENDING BOARD ORDER NOS. 2, 2-78, 7-83, 13-97 AND 8-01 TO AMEND THE FIELD RULES FOR THE BUFFALO FIELD SO AS TO ESTABLISH A 1280-ACRE SPACING UNIT COMPRISED OF SECTIONS 3 AND 10, TOWNSHIP 21 NORTH, RANGE 3 EAST, AND TO ESTABLISH A 640-ACRE SPACING UNIT COMPRISED OF THE W/2 OF SECTION 24 AND THE W/2 OF SECTION 25, TOWNSHIP 22 NORTH, RANGE 3 EAST, BUFFALO FIELD, HARDING COUNTY, SOUTH DAKOTA; AND ALLOW THE DRILLING OF ONE HORIZONTAL WELL TO THE RED RIVER "B" POOL ON EACH SPACING UNIT NOT LESS THAN 500 FEET TO THE SPACING UNIT BOUNDARY AND/OR SUCH FURTHER AND ADDITIONAL RELIEF AS THE BOARD DEEMS APPROPRIATE.

AFFIDAVIT OF SERVICE BY MAIL

STATE OF NORTH DAKOTA ) ) ss.

COUNTY OF BURLEIGH

Stephanie Sweet, being first duly sworn, deposes and says that on the 5th day of February, 2013, she served the attached:

NOTICE OF OPPORTUNITY FOR HEARING; and PETITION AND APPLICATION OF CONTINENTAL RESOURCES, INC.

by placing a true and correct copy thereof in an envelope addressed as follows:

See attached Exhibit A

StephaqiieSweet

and depositing the same, with postage prepaid, certified mail, return receipt requested, in the United States mail at Bismarck, North Dakota.

CD TARGET AREA FOR HORIZONTAL WELLS (150 BOPM VERTICAL WELLS OR MORE )

PROPOSED DRILLING UNIT BOUNDARIES

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16

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CONTINENTAL RESOURCES

BUFFALO FIELD AREA pkonucTioN& INJECTION 10/2011(0r Nearby)

PROPOSER LATERALS SHOWN IN

Aulhor; PETE THIES

Raw 20 February, 2011

ATBRPRO010011F,pne Srlic

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RECEIVED

MAR 0 7 2013 MINERALS & MINING PROGRAM

RECEIVED

MAR 0 7 2013 MINERALS & MINING PROGRAM

DST Data for Ladd #14-3 Well

SWSW Section 3-T21N-R3E, Harding County, South Dakota

Red River "8" zone porosity, 8562'-8576'

Top of Red River "C" zone porosity, 8622'

DST Test #2 8564'-8602'

90 FT VHMCBO PIPE RECOVERY

564 ft OCMW PIPE RECOVERY

900 CC W SAMPLE CHAMBER

540 CC 0 SAMPLE CHAMBER

360 CC MW SAMPLE CHAMBER

Case No. 3-2013

Exhibit #11

The pipe recovery is for mixtures of fluids but if the 90' were all oil and the 564' were all water then the

oil percentage would be 90/654 or 13.8%.

The sample chamber had 540 CC of oil out of 1800 CC of total fluid or 32% oil.

The DST results in the 14%-32% oil cut range is a wide range but similar to the oil cuts encountered by

wells drilled in township 21N-R3E.

RECEIVED

MAR 0 7 2013 MINERALS & MINING PROGRAM

South Dakota Hearing Exhibits Buffalo Field Area Case No. 3.2013

Exhibit 6 Type Log

Exhibit 4 is a type log from the Graves State #22-13 well in section 13-T21N-R3E. This exhibit shows the

Red River "B" zone porosity, which is the zone in which the proposed Cernan #24-10H and Aldrin #24-

25H wells will be drilled at about 40' below the top of the Red River formation.

Exhibit 7 Red River Structure Map

Exhibit 5 is a structure map of the top of the Red River formation. The Cernan #24-10H and Alain #24-

2511 wells are both proposed to be drilled in a generally south-north orientations on a structure that is

plunging toward the northeast. The plan is to drill these wells with horizontal laterals of about 10,000'

vertical section on 1280 acre spacing units rather than drilling them with a more standard 5,000' vertical

section across a square 640 acre spacing unit. The longer laterals should give us better economics by

resulting in close to double the production at about 30% greater cost to drill the well. These areas are

anticipated to have relatively low all cuts, which have not been viewed as economic to drill with normal

length laterals, but with the longer laterals we hope to drill economic wells in these areas. Depending

upon the production from these proposed wells we may drill other nearby wells and they may be

included into areas to be unitized for enhanced oil recovery projects. The Aldrin #24-25H well is shown

to be on trend with a NW-SW trending pair of anticlines that may extend to the northwest based upon

small structural highs seen on the Quinn #44-3611 and CBRRU #24-31NH wells, which may increase the

oil cut in the N/2 of section 25 and S/2 of section 24.

Exhibit 8 Red River "B" zone Isopach Map

Exhibit 6 is an isopach map showing a thickness of about 8-17 feet of Red River "B" zone porosity in the

vicinity of the proposed Cernan #24-10H and Aldrin #24-25H wells. This thickness does not have a direct

correlation to the productivity of the well, the thickness for the proposed wells is not well controlled and

the proposed wells are expected to be of generally similar thickness.

Exhibit 9 10/2011 Oil Cut Map

Exhibit 7 is an oil cut map with interpretive contouring based on the oil cut for the wells close to the

Cernan #24-1011 and Aldrin #24-25H wells. The oil cut values shown in red are the oil cut just before that

well was shut in. The oil cut values shown in green are the oil cut for a currently producing well. The

dark green shaded area is where the Red River "B" zone is expected to be 30% or better oil cut and the

light green shaded area is expected to be 20% or better oil cut. Based on the contours on this map the

Aldrin #24-251-I well is adjacent to the Quinn #44-3611 well that has an oil cut of about 25% and that oil

cut is shown to trend to the northwest. This trend is based on the small NW-SE trending structures

shown of the Red River structure map. The Cernan #24-101-I well does not show nearby oil cut above

20% because there are no nearby wells that were put on production. The Ladd #14-3 well was drilled

RECEIVED

MAR 0 7 21113 MINERALS & MINING PROGRAM

close to the Cernan #24-10H well and has a DST for the Red River "B" zone indicating that the Cernan

#24-10H well could produce oil with an oil cut in the 14%-32% range,

The Aldrin #24-25H well has similar potential oil cut in section24 and section 25 based on the structural

features that may cross these sections The Cernan #24-10H well has similar potential oil cut in section 3

and section 10 based on the DST near the border between those sections and the fact that there is little

other well control in the area.

Exhibit 10 10/2011011 Production and Injection Map

Exhibit 8 Is a map with interpretive contouring based on the producing rates for the wells close to the

The Cernan 024-10H and Aldrin #24-25H wells. This map shows that the Quinn #44-36H well in section

36-722N-R3E produced 2093 bbls of oil in 10/2012 or 68 BOPD. Production from the Quinn #44-361-I

well is similar to what we expect to produce from the Aldrin #24-2511 well, If the Cernan #24-10H has an

oil cut similar to the Quinn 444-36H then the Cernan #24-1011 should also have oil producing rates

similar to the Quinn i#44-36H well. This map also shows some of the wells to the southeast, that are

supported by injection wells, still producing at high rates after years of production.

Exhibit 11 DST Data for Ladd #14-3 Well

Exhibit 9 shows DST data for the Ladd #14-3 well that was drilled in 1979. It shows sample chamber

recovery of 32% oil and pipe recovery in the 14% oil range, but that percentage is less clear because of

the somewhat vague terminology used for the fluids recovered. lithe Cernan #24-10H well produces

32% oil it should he a good well to drill, but a 10,000' lateral will produce fluids over a much more larger

area than that sampled by the Ladd #14-3 DST.

Summary of Exhibits

The proposed 6 Table Mountain wells need to be drilled with laterals that are longer than normal on

1280 acre spacing units to make them worth drilling. Depending upon results, they may result in infill

drilling and an enhanced oil recovery project to extend the production in this area.

RECEIVED

MAR 0 7 2013 MINERALS &

MINING PROGRAM

Continental Resources, Inc.

Cernan 24-10H, Aldrin 24-25H

T:22N R:3E Sections: 24, 25; T:21N R:3E Sections: 3, 10

Harding County, South Dakota

Case 3-2013

Exhibit #12

Reserves Basis

CRI's expectation for reserves is based on analogy from wells in the surrounding area.

Reservoir Red River B

Initial Rate 100 BOPD

Final Rate 9 BOPD

Decline Rate 54 %

Exponent 2.5

GOR N/A

Reserves 416 MBO

Gross Economics for all 2 wells

Oil Price $95 $/bbl Wellhead

Gas Price N/A $/mcf Wellhead

Drilling Costs 5100 M$

Operating Costs 16000 $/month

Working Interest 100 %

Revenue Interest 86 %

EUR Oil 809 MBO

EUR Gas N/A MMCF

Net PV@10% 10800 M$

IRR 56.38 %

Payout 2.52 Years

I I I I I

RECEIVED MAR 0 7

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STATE OF SOUTH DAKOTA

DEPARTMENT OF ENVIRONMENT

AND NATURAL RESOURCES BOARD OF

MINERALS AND ENVIRONMENT

IN THE MATTER OF THE APPLICATION OF CONTINENTAL RE-SOURCES, INC., OKLA-HOMA CITY, OKLAHO-MA, FOR AN ORDER OF THE BOARD AMEND-ING BOARD ORDER NOS. 2, 2-78, 7-83, 13-97 AND 8-01 TO AMEND THE FIELD RULES FOR THE BUFFALO FIELD SO AS TO ESTABLISH A 1280-ACRE SPACING UNIT COMPRISED OF SECTIONS 3 AND 10, TOWNSHIP 21 NORTH, RANGE 3 EAST, AND TO ESTABLISH A 640-ACRE SPACING UNIT COMPRISED OF THE W/2 OF SECTION 24 AND THE W/2 OF SEC-TION 25, TOWNSHIP 22 NORTH, RANGE 3 EAST, BUFFALO FIELD, HARDING COUNTY, SOUTH DAKOTA; AND ALLOW THE DRILLING OF ONE HORIZONTAL WELL TO THE RED RIV-ER "B" POOL ON EACH SPACING UNIT NOT LESS THAN TO THE SPACING UNIT BOUNDARY AND FOR OTHER RELIEF AS THE BOARD DEEMS APPRO -

NOTICE OF

OPPORTUNITY FOR HEARING

OIL AND GAS CASE NO. 3-2013

Notice is hereby given to Continental Resourc-es, Inc., Oklahoma City, Oklahoma, and to all in-terested persons that the Board of Minerals and Environment, hereinafter "board:" will hold a con-tested case hearing on the above described matter on Thursday, March 21, 2013, at 10:15 a.m. CDT at the Matthew Environ-mental Education and Training Center, Joe Foss Building, 523 East Capitol Avenue, Pierre, SD 57501, for the purpose of hear-ing the above matter if any party intervenes and requests a hearing as pro-vided by law.

The board has juris-diction and legal author-ity to issue orders for the

development of the oil and gas resources of the state pursuant to South Dakota Codified Laws (SDCL) Chapters 45-9-30 through 45-9-36 and fur- ther pursuant to Chapter 1-26 and to Administra-tive Rules of South Da-kota (ARSD) 74:09 and 74:12. The hearing is an adversary proceeding and any party has the right to be represented by a lawyer. These and other due process rights will be forfeited if they are not exercised at the hearing. The board may approve, conditionally approve, or deny the application. The board's decision will be based upon the evidence received at the hearing. The board's decision may be appealed to the Circuit Court and the State Su-preme Court as provided by law.

If the amount in contro-versy exceeds two thou-sand five hundred dollars or if a property right may be terminated, any party to the contested case may require the agency to use the Office of Hearing Ex-aminers by giving notice of the request to the agen-cy no later than ten days after service of a notice of hearing issued pursuant to SDCL Chapter 1-26-17.

Any person who wishes to intervene in this pro-ceeding as a party must file a petition to intervene pur-suant to ARSD 74:09:01:04 on or before February 27, 2013. The above described matter will only be heard before the board if a per-son intervenes in this pro-ceeding. If no petition to intervene is filed, the Sec-retary of the Department of Environment and Natu-ral Resources will approve or conditionally approve the application in accor-dance with SDCL 45-9-74.

Notice is further given to individuals with dis-abilities that this hearing is being held in a physically accessible place. Please notify the Department of Environment and Natural Resources at least 48 hours before the public hearing if you have a disability for which special arrange-ments must be made at the hearing. The telephone number for making special arrangements is (605) 773-4201.

RECEIVED FEB 1 1 2013

DEPT OF ENVIRONMENT & NATURAL RESOURCES - RAPID CITY

Affidavit of Publication STATE OF SOUTH DAKOTA: COUNTY OF HARDING: Letitia Lister of said County and State being first duly sworn, on her oath says: That the NATION'S CENTER NEWS is a legal we newspaper of general 'circulation, printed and published in the City of Buffalo, in said County and State by Letitia Lister, and has been such a newspaper during the times hereinafter mentioned; and that said newspaper has a bonafide circulation of at least 200 copies weekly, and has been published within said County in the English lan-guage for at least one year prior to the first publication of the notice herein mentioned, and is printed in whole or in part in an office main-tained at the place of publication; and that I, Letitia Lister, the undersigned, am the Publisher of said newspaper and have personal knowledge of all the facts stated in this affidavit; and that the adver-tisement headed:

a printed copy of which is hereto attached, was printed and published in said newspaper for 1 successive and consecutive weeks, the first publication being made on the --day of .6. ,a01:3, a, the last publication on the day of , that the i amount of fees charged for publishing same, to-wit: The sum of $ qa.os, insures solely to the benefit of the publisher of the NATI( PRIATE. CENTER NEWS, that no agreement or understanding for a division thereof has been made with any person and that no part thereof has been agreed to be paid to any other person whomsoever.

The application and notice of hearing are also posted on the department's website at: http://denr. sd.gov/des/og/newpermit. aspx. Additional informa-tion about this applica-tion is available from Bob Townsend, Administra-tor, Minerals and Mining Program, Department of Environment and Natural Resources, 523 East Cap-itol Avenue, Pierre, SD 57501, telephone (605) 773-4201, email bob. townsend@state.sd.us.

Enclosed are copies of the Notice of Opportunity for Hearing for Continental Resources, Inc.'s applications, Oil and Gas Case No. 3-2013 and Oil and Gas Case No. 4-2013, in Harding County, SD. The notices have been sent to the Nation's Center News in Buffalo, SD, for publication on Thursday, February 7, 2013.

The purpose of this letter is to advise you that it is the applicant's responsibility to serve notice on those persons "....whose property may be affected..." as specified in South Dakota Codified Laws 45-9-58.

IN THE MATTER OF THE APPLICATION OF CONTINENTAL RESOURCES, INC., OKLAHOMA CITY, OKLAHOMA, FOR AN ORDER OF THE BOARD AMENDING BOARD ORDER NOS. 2, 2-78, 7-83, 13-97 AND 8-01 TO AMEND THE FIELD RULES FOR THE BUFFALO FIELD SO AS TO ESTABLISH A 1280-ACRE SPACING UNIT COMPRISED OF

NOTICE

SECTIONS 3 AND 10, TOWNSHIP 21 NORTH, OF RANGE 3 EAST, AND TO ESTABLISH A 640- OPPORTUNITY FOR ACRE SPACING UNIT COMPRISED OF THE

EAST, BUFFALO FIELD, HARDING COUNTY, CASE NO. 3-2013 SOUTH DAKOTA; AND ALLOW THE DRILLING OF ONE HORIZONTAL WELL TO THE RED RIVER "B" POOL ON EACH SPACING UNIT NOT LESS THAN 500 FEET TO THE SPACING UNIT BOUNDARY AND FOR OTHER RELIEF AS THE BOARD DEEMS APPROPRIATE. Notice is hereby given to Continental Resources, Inc., Oklahoma City, Oklahoma, and to all interested persons that the Board of Minerals and Environment, hereinafter "board," will hold a contested case hearing on the above described matter on Thursday, March 21, 2013, at 10:15 a.m. CDT at the Matthew Environmental Education and Training Center, Joe Foss Building, 523 East Capitol Avenue, Pierre, SD 57501, for the purpose of hearing the above matter if any party intervenes and requests a hearing as provided by law.

The board has jurisdiction and legal authority to issue orders for the development of the oil and gas resources of the state pursuant to South Dakota Codified Laws (SDCL) Chapters 45-9-30 through 45-9-36 and further pursuant to Chapter 1-26 and to Administrative Rules of South Dakota (ARSD) 74:09 and 74:12. The hearing is an adversary proceeding and any party has the right to be represented by a lawyer. These and other due process rights will be forfeited if they are not exercised at the hearing. The board may approve, conditionally approve, or deny the application. The board's decision will be based upon the evidence received at the hearing. The board's decision may be appealed to the Circuit Court and the State Supreme Court as provided by law.

If the amount in controversy exceeds two thousand five hundred dollars or if a property right may be terminated, any party to the contested case may require the agency to use the Office of Hearing Examiners by giving notice of the request to the agency no later than ten days after service of a notice of hearing issued pursuant to SDCL Chapter 1-26-17.

Any person who wishes to intervene in this proceeding as a party must file a petition to intervene pursuant to ARSD 74:09:01:04 on or before February 27, 2013. The above described matter will only be heard before the board if a person intervenes in this proceeding. If no petition to intervene is filed, the Secretary of the Department of Environment and Natural Resources will approve or conditionally approve the application in accordance with SDCL 45-9-74.

Notice is further given to individuals with disabilities that this hearing is being held in a physically accessible place. Please notify the Department of Environment and Natural Resources at least 48 hours before the public hearing if you have a disability for which special arrangements must be made at the hearing. The telephone number for making special arrangements is (605) 773-4201.

The application and notice of hearing are also posted on the department's website at: http://denr.sd.govides/oginewpermit.aspx. Additional information about this application is available from Bob Townsend, Administrator, Minerals and Mining Program, Department of Environment and Natural Resources, 523 East Capitol Avenue, Pierre, SD 57501, telephone (605) 773-4201, email bob.townsendrc4state.sd.us.

RE: CASE NO. 3-2013 IN THE MATTER OF THE APPLICATION OF CONTINENTAL RESOURCES, INC. FOR AN ORDER OF THE BOARD AMENDING BOARD ORDER NOS. 2, 2-78, 7-83, 13-97 AND 8-01 TO AMEND THE FIELD RULES FOR THE BUFFALO FIELD SO AS TO ESTABLISH A 1280-ACRE SPACING UNIT COMPRISED OF SECTIONS 3 AND 10, TOWNSHIP 21 NORTH, RANGE 3 EAST, AND TO ESTABLISH A 640-ACRE SPACING UNIT COMPRISED OF THE W/2 OF SECTION 24 AND THE W/2 OF SECTION 25, TOWNSHIP 22 NORTH, RANGE 3 EAST, BUFFALO FIELD, HARDING COUNTY, SOUTH DAKOTA; AND ALLOW THE DRILLING OF ONE HORIZONTAL WELL TO THE RED RIVER "B" POOL ON EACH SPACING UNIT NOT LESS THAN 500 FEET TO THE SPACING UNIT BOUNDARY AND/OR SUCH FURTHER AND ADDITIONAL RELIEF AS THE BOARD DEEMS APPROPRIATE.

Dear Ms. Hegg:

Please find enclosed herewith for filing a PETITION AND APPLICA I ION OF CONTINENTAL RESOURCES, INC. to be scheduled forthe March 21, 2013 hearing.

IN THE MATTER OF THE APPLICATION OF CONTINENTAL RESOURCES, INC. FOR AN ORDER OF THE BOARD AMENDING BOARD ORDER NOS. 2, 2-78, 7-83, 13-97 AND 8-01 TO AMEND THE FIELD RULES FOR THE BUFFALO FIELD SO AS TO ESTABLISH A 1280-ACRE SPACING UNIT COMPRISED OF SECTIONS 3 AND 10, TOWNSHIP 21 NORTH, RANGE 3 EAST, AND TO ESTABLISH A 640-ACRE SPACING UNIT COMPRISED OF THE W/2 OF SECTION 24 AND THE W/2 OF SECTION 25, TOWNSHIP 22 NORTH, RANGE 3 EAST, BUFFALO FIELD, HARDING COUNTY, SOUTH DAKOTA; AND ALLOW THE DRILLING OF ONE HORIZONTAL WELL TO THE RED RIVER "B" POOL ON EACH SPACING UNIT NOT LESS THAN 500 FEET TO THE SPACING UNIT BOUNDARY AND/OR SUCH FURTHER AND ADDITIONAL RELIEF AS THE BOARD DEEMS APPROPRIATE.

PETITION AND APPLICATION OF CONTINENTAL RESOURCES, INC.

COMES NOW THE PETITIONER, Continental Resources, Inc. ("Continental-) and for

its petition and application states and alleges as follows:

1.

That Continental is the owner of an interest in the oil and gas leasehold estate in portions of

the following described lands, Harding County, South Dakota:

Township 21 North, Range 3 East Section 3: All Section 10: All

1

Township 22 North, Range 3 East Section 24: W/2 Section 25: W/2

(the "Subject Lands")

2.

That by Board Order Nos. 2, 2-78, 7-83, 13-97 and 8-01, the Buffalo Field is comprised of